Artificial Stars
by Nielm
Summary: After that night on Oscorp Tower, Peter thought things would get easier. He'd stay away from the girl he loved, go to school, save the world a couple of times, and maybe be home in time for breakfast. He was so wrong. Picks up right after the Amazing Spider-Man, with a new villain in town, a bid from the Avengers, and Gwen's kick-butt new outlook on life.
1. Chapter 1

Peter brushed past his aunt with a weak smile on his face. She reached out to him as he went, the tips of her fingers barely touching his arm. He half-stomped up the stairs to his room, quietly shut the door behind him, and sank down into his desk chair. He stared out the window at the torrential downpour outside and thought about _her_ walking down the street in this, with only an umbrella and a light coat protecting her.

Peter moaned, putting his face in his hands. _Well_, he thought, _if she dies of pneumonia, at least that won't be entirely my fault._ "Shit." _Yes it is._ He chuckled, remembering that she was only out there because she had come to see him. Aunt May was right, of course. Peter really did try to be good. He tried to be the best person he could be, actually, ever since Uncle Ben had died. He wanted to be worthy of his uncle's love and pride. He wanted to be worthy of Aunt May's, too, and hers, of course, but hers didn't matter. Not if he was going to keep her out of it.

He reached an arm out and flicked on the monitor on his computer. It alit with a picture of her face. He set about changing it before beginning the real task at hand: mending his Spider-Man suit.

The project took a couple hours, which was good since Peter didn't feel like doing any homework and he really didn't want to be downstairs with Aunt May's pity. Soon enough, though, he had reached the point where he couldn't finish anything without a few parts that he had to order in the mail. And his stomach was growling. He put his suit away and bounded down the stairs to the kitchen.

"Aunt May!" he called. He lifted the lid on a pot of boiling pasta and peered inside before slamming it shut again. "May-May!"

"What?" she yelled. It sounded like she was in the basement. Peter heard the washing machine start up.

"Should I set the table?" he shouted back. He opened a cupboard near the sink and began pulling out dishes. Aunt May came in with an empty laundry basket. She set it on the table and peered at Peter with narrowed eyes.

"Thank you for being so helpful." Her tone was subtlety sarcastic, which made Peter chuckle.

"Just part of my job being the best nephew in town," he quipped. He turned from the silverware drawer to see Aunt May roll her eyes.

"Peter, while I'm already doing some laundry, is there anything you want me to throw in there?" Peter began laying forks and knives out on the table. "I'm doing a load of colors next. Brights. Probably a lot of red and blue, mostly, if you had any sweatshirts or anything to add."

"Yeah, I'll take a look upstairs. Thanks." He pulled open the door to the fridge. "Soda?"

"I'll split it with you." Aunt May pulled two glasses out of the cupboard. Peter poured a can of root beer into the glasses before sitting down. Aunt May brought a bowl filled with the cooked penne and a pot of sauce over to the table. Peter served them each salad while she spooned out the pasta.

"You have break soon, right?" Aunt May asked after they had been eating for a while.

"Uh-huh," Peter affirmed. "For Thanksgiving. Wednesday, Thursday, and Friday off next week."

"I can't believe it's that time of the year already." Peter watched her carefully. She was staring down at her plate of pasta, pushing it around with her fork. She hadn't eaten much. Though she hadn't been eating much since... "Well I had better find that recipe book. It's going to be a lot of food just for the two of us...unless you wanted to invite someone over."

Peter set down his fork and leaned back in his chair. "I don't think so. She needs to be with her family. Besides, we're not like that." Anymore, he wanted to add. Even the short, sweet image of her sitting at their table with a smile on her face felt like his heart was being squeezed. It made it hard to swallow. He gulped some root beer.

"That's too bad. Well maybe she can join us for a holiday movie the day after." Aunt May sounded so hopeful. He didn't want to argue about it, so he remained silent. He shrugged instead.

Peter pushed his chair back from the table. He offered a hand out for her plate.

"I have some cookies in the cupboard," she said. He placed the dishes in the sink, grabbed the cookies, and ripped the package open. He tossed it down on the table after grabbing a couple, which made Aunt May reach out and try to smack his arm. He dodged it, turned out of the kitchen and headed for the stairs. "Where are you going?" she called.

"Homework!" he shouted back. He took the steps two at a time.

When he was in his room he closed the door behind him and flipped the switch on the radio that slid the lock into place. He stuffed both cookies into his mouth, then pulled his backpack up onto his desk chair. He packed it with an extra jacket, his wallet, and his phone before carefully laying the Spider-Man suit on top. It wasn't finished, but he didn't think he would need it tonight. He then pulled on a raincoat over his sweatshirt and made sure his iPod was stowed inside a pocket that wouldn't get wet. He put in his earbuds and swung his backpack onto his shoulder.

He resolved only to swing into the city on a casual basis. No crime-fighting...unless it was really necessary. He still wanted Spider-Man to lay low for a couple weeks while the NYPD cleaned up, and explained, the mess at Oscorp. Just a lap around the city to clear his head, and then he'd be back and in bed before Aunt May could come check on him. She had started peeking into his room before midnight to see if he was asleep. Peter knew that she knew he was sneaking out of the house, but he didn't want to worry her any more than he already did. And he really didn't want to cause any more suspicion. Frankly he wouldn't be surprised if she already knew he was Spider-Man.

In any case, no need to come home with more injuries that he had to explain away.

He slowly slid open the window, trying to be as quiet as possible. Then he hopped over the frame and landed lightly on the roof. He closed the window behind him. He saw the light flick on in Aunt May's room, so he quickly turned and leapt off the roof and into the street. There he took off at a fast jog before slinging his first web of the night onto the corner of a high building a couple blocks over and pulling himself up into the air. He flew down the street at a practiced pace, the rain beating at his face, until he made it into the city.

The whole way there he tried really hard not to think about her. But every downswing was a brief rest where he had plenty of time to think. He saw her face over and over, tears not yet falling, but so close. Her face as she frowned at him when he told her it was over. Her face as she accused him of everything and he had no defense because he had done all those things. Her face as she turned away from him. And her face as she turned back and told him she knew why he was doing it. Each time he remembered it hurt even more. The whole scene was burned in his mind.

Before he realized what he had done he had landed on her fire escape. It was there, perched on the balls of his feet and the tips of his fingers, that he became aware of where he was. He ducked out of sight behind the wall quickly, hoping she hadn't seen him. He then slowly inched forward until he could see into her room.

She wasn't even there.

He let out the breath he had been holding and sat back on the fire escape, letting his backpack slip off his shoulders. He leaned his forehead against the cold stone of the building and just allowed himself to zone out while staring into her room.

He memorized the color of the walls, the way she had her pillows arranged, the books on her desk, the little tray of keepsakes by the window, her boots flung carelessly in the middle of the floor, the picture of her as a little girl being lifted up by the arms of her father. He sat there for a long time, just breathing and looking. Soon he was soaked through and shivering, but he stayed there, unmoving, waiting.

Waiting for her to open the door to her room and see him there.

When she did open the door, he still didn't move, but she didn't even glance at the window. She walked the few paces to her bed, turned around, and flopped down on top of it, spreading her arms out to the sides. Her hair had spilled everywhere on the bed and was tangled around her shoulders. He could see her breathing. Her eyes stared at the ceiling. He desperately wanted to know what she was thinking about right then.

It was probably very similar to what was going through his mind.

He wanted to call out her name. He want to open the window and go inside. He wanted to take her in his arms and breath in everything about her. He wanted it all to be okay.

He closed his eyes and instead of seeing her on his porch in the rain, she was right in front of him on the rooftop. He was holding her head in his hands and leaning close to her to capture her lips with his. He could almost feel her warmth, feel her hands gripping his shirt, taste her breath. But instead here he was: huddled on her fire escape in the rain, unable to reach out to her, to even speak to her.

She finally turned her head towards the window and seemed to look right at him. He stayed utterly still, not sure if she could see him. A tear rolled down her cheek.

Peter ducked back behind the stone. He whispered her name, then leapt off the fire escape.

—

Peter spent the next three hours swinging around the city, not going anywhere except up and down. Eventually he realized that he could barely feel his fingers, so he turned around and began swinging in the direction of home. Peter landed up the street from his house. He jogged up to the front porch, jumped up the steps, and pushed through the front door.

"Peter?" his aunt called. He shook himself off, dripping rain everywhere and soaking the floor in the hallway. Aunt May came around the corner and stopped to stare at him. He dropped his backpack to the floor, stunned. She hurried to him and wrapped her arms around his neck, pulling him down into a hug. He buried his face in her hair, breath shaky. "Peter...what's wrong?" He wrapped his arms around her.

They stood like that for a long time. She stroked his back and he tried not to cry. Finally, she pulled away and looked at his face. He couldn't meet her eyes. She reached up and placed her hands on his cheeks. "Peter..." He closed his eyes and gently tried to shake his head out of her hands. She forced him to face her. "Peter, you need to tell me what's wrong. Everything that's been happening. Everything you are going through...it doesn't have to be alone. Let me in, son."

The breath Peter inhaled was shaky and ragged. He finally looked at her, looked at the tears in her own eyes, and said: "I miss him, Aunt May. I miss Uncle Ben. He would've...he would've known what to do."

"He's not here anymore, Peter. But I am. Tell me, and we'll get through it, whatever it is. The world is a cruel place that sparks so much sadness in our lives, Peter. But the people we love make it beautiful, even when they aren't around anymore. Their memory, and the love they shared with us, is what keeps us going in the darkest times."

"It's all my fault, though, Aunt May. I made everything horrible. I can't...I can't even fix it. It's my fault Uncle Ben died. It's my fault..." He stopped himself from saying it—from pouring out everything that had been happening. What would that help except make Aunt May worry even more and put her in danger?

"Peter. Don't you dare say it was your fault. What happened wasn't your fault."

"You don't understand." He pulled away from her and stalked into the kitchen, peeling off his raincoat and dropping it on the back of a chair. The dishes were still out from dinner and there was a box of kleenex on the table. He put his hands on the back of the chair and squeezed hard, dropping his head down.

"I don't understand. You think I don't understand? You think I don't know what it's like to lose someone you love?"

"I'm sorry. It's more than that, though."

"Then tell me." Peter straightened up and turned his back on her. "Fine. Go to your room." Peter didn't move. "Go upstairs, Peter. And I better not hear you sneaking out again. Don't think that now that Ben is gone you can get away with gallivanting about at night in that...on that stupid skateboard. You still have responsibilities, Peter. And not just to me."

He didn't say another word. He stormed up the stairs and to his room, closed the door hard enough that a piece of wood chipped off the corner, and slammed the palm of his hand into the joystick that locked the door. The controlled groaned under the pressure of his genetically-enhanced strength. He looked down at it with a frown as he sat in his desk chair. Then he put his head in his hands.

"Right," he said some time later. He looked up at his room: his skateboards mounted on the walls, his posters, the pictures of his family, the picture of her, photographs he had taken...a wanted poster for the man who had killed his uncle. He quickly stripped off his jacket and jeans, still soaked from the rain. He pulled his tshirt over his head and threw it on the floor. Then he grabbed his mask out of his backpack and held it in his hands, squeezing it with gloved fingers. It stared back at him—his other self watching him, waiting for him to make a move.

And move he did.

Peter pulled the mask down over his head, leapt through the window, and soared off into the night.

The first life he saved that night was a man who had lost control of his car. Peter webbed the car, yanking hard to slow its speed. Then he jumped toward it and grasped the bumper with two hands, pulling it to a stop.

The second and third lives he saved were a mother and her child, her little boy, who were being held at gunpoint in an alley in the city. Peter slid down the walls of the alley and landed on the shoulders of the man, crunching him into the ground. Peter heard the man's gun arm snap as it folded beneath them. The woman and her child ran out of the alley. Peter trapped the man against one wall with webbing and left him there.

Peter ran out of the alley and took the corner quickly, running up the front of a car and leaping off of it. He reached his right arm up and loosed a biocable at the corner of a building down the street. When it took he was yanked forward and propelled high into the air.

This was how he crisscrossed the city all night. There were occasional thanks, and occasional bruises and cuts, but he was starting to feel better. He was starting to feel in control again. The more lives he saved, the more bad things he stopped, the closer he felt to making up for everything he had done before. For every petty crime he put an end to, he was closer to gaining Uncle Ben's forgiveness. For all the people who thanked him for what he had done on Oscorp Tower, the less Captain Stacy's death weighed on his shoulders. For all the times he swung up into the air, higher than any building in the city, brushing the clouds and surrounded by the artificial stars of airplanes and helicopters, the more he let her go.

By the time he ended up perched on the roof of Oscorp Tower, looking out over the city instead of the damage behind him, she was so far away he had almost forgotten her.

There he said goodbye to his uncle and goodbye to the captain. He said goodbye to the old Peter—the weak and selfish boy. He let go of his guilt and all the pain. He embraced that which made him alone on the rooftop. And he embraced the solitude.

He embraced Spider-Man, and let go of everything else.

Then he leapt off of the building and into the air, and swung home again.


	2. Chapter 2

Peter slipped back in through the window of his bedroom. He peeled off the suit and pulled on a pair of pajama pants, then crept out the door of his room and down the hallway. The clock in the kitchen downstairs said it was around five in the morning.

When he reached the living room he paused, listening. Aunt May's sleeping breath came from the direction of the couch. He walked silently to her side and adjusted the blanket draped across her shoulders. She looked so peaceful with the stress of the last few weeks off her face. Peter couldn't count the number of times he had come home to find her asleep on the couch, though.

He resolved to tell her...at least something...and soon.

He even suspected she might know. The night he came home from Oscorp Tower he thought that surely she would say something. But she didn't. She held him and stroked his neck while he cried into her shoulder. Then when he pulled away and went upstairs to bed she let him to. They hadn't talked about that night since.

Peter felt like he owed her some sort of explanation, though. And there were only too many excuses he could use before all his lies buried him and hurt her.

When dawn broke through the shades on his window Peter was wide awake almost instantly, though those few hours had been his first real sleep in a long time.

Though it was still bitingly cold outside, the sky was clear of clouds again. Peter finally felt whole again, like everything was going to be okay.

He stretched as he got out of bed, feeling the unresolved stiffness in his right leg from the bullet wound he had sustained—he needed to check on that later, he reminded himself. He then headed downstairs and into the kitchen, still bare-chested and in his pajamas, and began pulling out ingredients to make eggs for breakfast.

When Aunt May came into the kitchen, there he was, standing over the stove with a pan and spatula. And when he turned to look at her there was a wide smile on his face.

It made her pause. "What's gotten into you?" He laughed and flipped the eggs onto two plates. He brought them over to the table. "Are you trying to butter me up for something? Please don't tell me you...failed something..." she said skeptically. Peter rolled his eyes.

"I never fail anything even if I don't do my homework." She swatted at his arm before sitting down at the table. He placed a plate in front of her, followed by a mug of steaming coffee lightened considerably with cream. It made her hum with appreciation as she closed her hands around it. He sat across from her and dug into the eggs.

"So, what's going on really?" she asked after a few minutes. She hadn't touched her eggs yet but was taking sips of her coffee as she watched him eat. Peter wiped his mouth with a napkin and set his fork down. He intertwined his fingers and peered at her over them.

"You wanted me to talk. So I'm going to talk." He paused, rested his chin on the tips of his fingers briefly, and then sat up straight again, wringing his fingers nervously. "Uhm..."

"The beginning would be a nice place to start, Peter," Aunt May said gently.

"Right, right. Okay. Well...that briefcase. I guess that's the beginning. My...father had a secret compartment in the back. Inside of it was a file from Oscorp. It has a...a symbol on it that I recognized from the night they left. He took that file with him. It was hidden in a drawer in his desk." Peter ran a hand through his hair and ruffled the back. "Anyway, the file was about cross-species genetics and had an equation in it: zero zero decay rate algorithm. I didn't really know what it was for, but a little digging on the Internet and a quick read of his partner's—Doctor Conners'—book cleared up a lot of it. Enough that I knew that it was something my dad had been working on in secret and hadn't had a chance to give Doctor Conners before...they disappeared." Peter's voice broke at the end. He cleared it and looked up at his aunt.

"So I went to Oscorp," he continued. "And I met Conners. I told him I was Richard Parker's son and gave him the algorithm. He was so thrilled. It had been a major breakthrough my dad was working on before he left. Conners had no idea it even existed—thought my dad had brought it all with him to the grave," Peter said, tapping his head. "I guess not." He chuckled. "Conners thought I came up with it, not that that's important. Anyway, we put it into the system—where they make these serums that they inject into test species to see if elements of another species will enhance it...genetically. Conners was most interested in lizard DNA. They can regrow limbs, of course, so that was his big goal. The algorithm was the key to make it so the host species wouldn't degrade. And it worked. It actually worked." Peter laughed fully that time. Aunt May hummed and took another drink of her coffee. "But Conners couldn't wait. He injected it into himself before the lab had time to test it on control species or any human subjects. The serum did a lot more than we had planned. With every injection more and more of his genetic makeup was taken over by lizard DNA. It clouded his thoughts, made him go mad. And it was addictive. He was out of control so fast and there was nothing," _almost nothing_, he thought, "I could do."

Peter sighed and leaned back in his chair. Aunt May reached out a hand and placed it on his,stroking the back of his hand with her thumb. "Oscorp Tower."

"Yeah," Peter admitted. "It was all my fault."

"It wasn't your fault, Peter. It was his. He should have known what he was getting into. He was reckless, careless, irresponsible. None of that is your fault."

"Yeah, but I gave him the equation. I gave him the key to it all. I gave him the thing that hurt so many people, that killed G-Gwen's father." Peter stumbled over the words, over her name. Peter's hands were shaking. He gritted his teeth and looked down at the table, feeling a fresh wave of anger and guilt. "That's why I have to stay away from her," he said quietly.

Aunt May didn't say anything. She just sat there and watched him.

After a few minutes she pulled her hand back and said: "Not all of it is your fault. Some of it is. You should have known that your father's work needed to stay secret, even if you thought it could lead you to him. You should have told someone about what Doctor Conners was doing. And you shouldn't abandon Gwen when she needs you the most. Be there for her right now, and then... Those are the things you could have done Peter, no more, no less. Those are the only regrets you should have from this. Everything else wasn't you."

Peter was angry that she was being so honest. He knew it was what he needed to hear, because it was the truth, but he still felt the pang of guilt that he thought his aunt would reassure him was unfounded. He clenched his fists, sucked in a breath...then released it and let his hands fall open on the table. He nodded once and looked up at her.

"Thank you," he said quietly.

"Peter, your uncle Ben and I love you so much. You are our son. I will always love you and have a place for you here in my home and in my heart. And because I also respect you, I will always tell you the truth, even when it is painful to hear." He smiled weakly. "Always. And I hope that you will do the same for me, Peter."

This made him look down at his plate. He picked up his fork and pushed his remaining eggs around. He nodded, not able to say the words out loud. He couldn't make another promise that he would be unable to keep.

—

When he went out that night he tried to keep an especially low profile. He had been ducking photographers and the police every night since Oscorp Tower. The newspaper headlines were all reading:_ "Spider-Man: Man or Menace?," "The Spider-Man: Mutant Monster," "Where is the Spider-Man?," "Webbed Hero Gone Dark," "Spider-Man Took My Baby."_ Not a single photograph had surfaced of him since the one a helicopter news team had captured of him flying off the top of Oscorp Tower and being smashed into the side of it, the only thing keeping him from falling the Lizard's hand around his wrist. Thankfully his head had been turned away from the helicopter far below the roof of the Tower...

The city was unusually quiet...and not in a way that made Peter feel like he could go home early. Something felt very very off, but as he lapped around the city he couldn't find anything to confirm his feelings. He decided to make one more round of Gwen's neighborhood, telling himself that he was doing it only to make sure she was absolutely safe, and not because he wanted an excuse to be near her.

He finally dropped down in a small alley around the corner from her building. He looked around the corner in a half crouch, watching the doorman stand there with his arms crossed calmly in front of his chest. The doorman suddenly looked down the street opposite from where Peter was standing. He dropped his arms. Peter lowered his crouch and peered in the same direction, watching...waiting...

...For nothing. The doorman turned back to the street in front of him and crossed his arms again.

Peter was about to shoot a biocable up towards the building to send himself flying towards Gwen's window, when an arm shot out and held his shoulder. Peter nearly jumped high and out of the way, but held his ground and he spun around. A woman stood there in a suit almost tighter than his—all black with a red and black utility belt and no mask. She held a gloved finger up to her lips and looked down the street again over Peter's shoulder. He looked, too.

Still nothing.

He turned back to the woman...but she was gone. He looked down the alley, up the street, up into the air, but she was nowhere to be seen. It was very unsettling, he decided, that she could both sneak up on him and sneak away without his notice.

When he looked back to the door of Gwen's building, the doorman was just starting to turn to open the door. A girl with blonde hair ducked out of the building and took off down the street. The doorman shouted after her, but she didn't listen. Peter recognized her immediately.

He shot a biocable onto a building across the street and pulled himself up. Then he swung down the street after her, trying to remain unseen by pedestrians and cab drivers.

Gwen rounded a corner after dashing across the street. She yelped and stopped short as Peter dropped down onto the sidewalk in front of her. He rose to his full height, completely Spider-Man before her. Her mouth dropped open as she stared at him.

"Peter," she breathed. She shook her head and looked behind her.

"Gwen. What is it? What's wrong?"

She looked back at him, startled about hearing his voice. "N-nothing," she stuttered. Her eyes shifted to look over his shoulder. She was lying.

"Don't lie to me, Gwen." He took a cautious step towards her...reached out to touch her arm...stopped short. He dropped his arm again and stepped back. He could see Gwen throw her defenses up. She stepped away from him, as well, pressing her lips together. "I-I'm sorry..." Peter said awkwardly. He looked around them. A few pedestrians across the street had stopped to stare at him. "If you're okay, I...I'd better go. A-Aunt May is expecting me home."

"Yeah, you should go," she said coldly. "I'm fine."

He hesitated. Then: "Go home, Gwen." This made her cheeks turn red and her eyes narrow. She turned on her heel without another word and stalked off towards her building.

Peter watched her go, feeling uneasy, then swung away as fast as his arms would take him.

When he returned through the window of his room he immediately collapsed onto his bed, placing his face in his hands and releasing a long, frustrated breath. He had a lot to think about, but he put Gwen out of his mind and tried to recall an image of the woman in the alley. Dark hair, maybe deep red, grazing her shoulders. Shorter than him by significant inches, but strong. And she was so quiet. He wondered if she was supposed to be a friend...

In any case, he knew there were...at least rumors about other people like him out in the world. Stories about a man in India who has superior strength and size. A man in a hospital in the southwest who took out an entire nursing staff before escaping completely...possibly tied with another story a week later about visitors from another planet (that one Peter was skeptical about). And of course there was that folk hero from World War II. When Peter had learned about him in school they said he was from the Bronx. The name came quickly to his mind: Captain America.

That didn't mean that this woman might be another, dressed as she was and so quiet and so fast, but it did suggest that maybe if Peter had these kinds of powers then he wasn't alone.

Besides, Peter thought, technology did kind of give me my enhancements. People are probably working on this kind of thing right now. Tony Stark...

Peter got up from his bed, groaning slightly at the stiffness that had settled in his muscles. He stripped off his suit and pulled on some boxers before sitting in his desk chair. He pulled himself up to his desk, flicked on the monitor on his computer, and opened Google.

_'Tony Stark Announces the Triumphant Return of the Stark Expo: The exposition, set to be held in 2013, will feature new progress from Stark himself—work that he has been doing on clean energy. Whether the Iron Man suit will make an appearance is still unknown, but with this notorious party boy on scene, he is sure to make an appearance. '_ Peter frowned and closed the Daily Bugle article and opened one from the New York Times: _'Stark Expo 2013: It begins with the unveiling of Tony Stark's baby: the new Stark Tower that will be run on Stark's arc reactor technology. The Tower makes its mark on New York's historic skyline in January, which will kick off the Expo festivities. Stark himself will do the ribbon cutting, as he has designed and built the Tower from the ground up. Many New Yorkers hope that the Stark Tower will replace the bad memories of what happened atop Oscorp Tower just one week ago with good and with hope. In any case, the building will be lit up the eve before the Expo opens. For a schedule of Exposition events and panels, see the official 2013 website.'_

Peter clicked through the link and did a quick search of Stark Expo panels. As he scanned the titles and list of speakers his eyes caught on a few genetics panels, as well as a panel devoted to human technological enhancements, which he thought might have something to do with prosthetics like the Iron Man suit rather than genetic modifications.

Peter resolved to somehow sneak into the Expo—maybe Spider-Man will get a free ticket—and pushed away from his desk. He shut off the computer, then did a little tumble back into his bed, where he promptly shut his eyes and slept until his alarm went off the next morning.

—

After a quick bowl of cereal and a kiss on Aunt May's cheek, Peter grabbed his board and skated to school. He arrived with a few minutes to spare, but he bypassed his locker, where he knew Gwen would be, and went straight into his first class. Instead of sitting in his usual spot near her, he went to the far corner and sat down. He didn't bother to even unzip his backpack. He leaned back, crossed his arms, and stared out the window until the bell signaling the end of class rang. Truthfully he had been listening, and was absorbing things even as he thought about other matters. He knew this habit irritated people, but he didn't care with break coming so soon.

He didn't once look at Gwen. He knew she didn't look at him either.

School proceeded in much the same way. He went home, helped Aunt May with dinner, went upstairs to get some homework done, then slipped into his Spider-Man suit and hit the streets.

He was in Gwen's neighborhood before he knew it. Again the city seemed eerily quiet. He tried not to think about it as he slung a biocable up to her fire escape and pulled himself onto it. Sinking down onto his haunches, he pulled off his mask and looked inside her window.

It was dark.

It took Peter a moment for his eyes to adjust, but when they did he saw that the boots she had been wearing that day were missing, and that the coat she hung by the door was gone as well. His heart began beating faster.

He turned and leapt off her fire escape, throwing out an arm almost at the last minute and shooting a web at a building down the street. Reaching both hands up to clasp the biocable, he straightened his body and hurtled down the street in a wide arc. He finally released the cable just after the downswing and flew into the air in a somersault, landing on the sidewalk lightly. He started down the street at a jog, not worrying too much about the people who might see him. When ten minutes had passed and he didn't see her in the area she had run the night before, he began swinging down the street, scanning below him for her form. It wasn't until he reached the docks that he stopped.

Peter landed on a container stacked high in the shipyard and paused, listening, looking. He didn't really think Gwen would be down here, but instinct had told him to come anyway.

Just as he was about to turn and leave he flicked his tongue out over his lips and almost tasted the air. Above the strong scent of salt and oil he could smell perfume. To his left there was a click of a heel and a quick knock on a container below him and halfway across the shipyard. Peter turned his head. The woman from the night before stood there, her knuckle resting on the metal of the container, her other hand on her hip.

"Well well," she said, voice calm and smooth. "The bug boy is here."


	3. Chapter 3

"Well well," the woman said from across the shipyard. "The bug boy is here."

Peter bristled at her use of Gwen's nickname for him. "Who are you?" He tried to deepen his voice slightly, but it cracked instead. He cleared his throat roughly. _That was embarrassing. _

The moon illuminated the shipyard, so Peter could see her every move. She took a couple of steps forward, placing both hands on her hips and widening her stance to shoulder width. Peter could read her body language: it was a challenge, and she was ready.

He leapt off the container and landed in a crouch, steady and graceful and strong. The woman raised one eyebrow. Peter straightened to his full height.

"Who are you?" he repeated.

"Nina Rogers."

"That doesn't really tell me anything," he remarked, slipping into his normal "Spider-Man" attitude. "Besides the fact that you're lying."

She shrugged. "Obviously."

"Obviously," Peter confirmed.

"Well I can't fool you," the woman said. Peter noted the condescension in her voice. He hated when adults treated him like that. "Listen, kid: I'm not here to threaten your territory." She put her hands up in the air in front of her. "I'm not going to rob a bank, or throw a school bus full of children off a bridge, or whatever you are expecting after Doctor Conners nearly killed you on top of Oscorp Tower after poisoning half of the police force. In fact, you probably won't see me again...for a little while. I'm just here to make contact." Her voice dropped, becoming serious. "We saw what you did up there, Peter." Peter almost growled when she said his real name. His whole body seemed to tense and coil, ready to attack. "And we were...well, some of us were impressed." This made her chuckle.

"Who is 'we?'"

"Not important. We just want you to know that there are people—important people—watching. In the absence of Iron Man this city has become...unruly. Things need to be put back in line. Either you are one of them...or you are helping us do it. When we feel you're ready we will be back in contact. Until then, please lay low and try not to get yourself killed."

"And what if I refuse to cooperate?"

The woman shrugged and looked out over the water. Moonlight reflected on her red hair as she moved.

"We'll be in touch. You may change your mind by then."

She backed away from him a few steps, then slowly turned and began walking into the rest of the shipyard. He could tell that she was still watching him closely, waiting for him to make a move. He rolled his eyes under his mask and called out: "Rogers!"

"Yes, Spider-Man?" She paused and turned her head to look at him.

"Tell Tony Stark that I'll see him at the Expo." She smirked, then was gone.

It was a test. Her expression admitted that she knew Stark personally. Peter didn't know why Stark would take a special interest in him, though he knew that there were probably a few people as influential as him paying attention to Spider-Man. What really worried him was how easy it was for Stark and that woman to have found out who he really was.

And then Peter had to remind himself that he hadn't really bothered to be that careful...

He swung home quickly, flying through his window at almost damaging (to the house) speed. He peeled off his suit and pulled on his pajama pants as he half-hopped, half-jogged down the halfway. He bounded down the stairs and into the living room, paused, and listened for Aunt May.

Silence. She must have been upstairs.

Peter stalked over to the door to the basement and almost threw it open before taking the stairs two and three at a time. In the back of the basement was a box he had labeled 'Comics' in a messy scrawl. He knelt by it and peeled back the old tape before pressing the cardboard flaps open. Then he carefully lifted a large stack of comic books out of the box and placed them on the floor next to him. He then reached in and pulled out a small cigar box. Inside was a stack of newspaper clippings—the ones on bottom about his father's research and his parents' disappearance. The ones on top were of him as Spider-Man. There was also a small slip of paper with two addresses on it. One was of the house he grew up in and the other was one he'd copied down from a page in his fathers notes. Peter didn't know what was there—he'd resisted the urge to find out.

Underneath the news clippings there was a small black journal. He undid the band and pulled out one of his father's old pens from the center. With it he jotted down a couple of notes and the date. They were observations of things he had seen, names he had heard, and people he had seen that he wanted to store away for later. Most of them had to do with the disappearance of his parents, but recently they were related to his alter ego. By writing it down he was committing it all to memory...and creating a data bank that someone else could use if...well, if he wasn't around to use it anymore.

After Peter had finished writing down all of the details he could remember about Rogers and what she had said to him, Peter closed the journal and replaced everything inside the box. He re-taped it and slid it back into its spot.

Peter didn't sleep well that night. He tossed and turned, thinking about the woman and dreaming about trying in vain to attack Iron Man. Tony Stark beat him down easily every time. He kept waking up in panic, thinking that someone was attacking the house and taking Aunt May away. He couldn't protect her, he thought over and over. _And if I can't protect Aunt May, how can I ever hope to protect anyone? I can barely protect myself. I almost died up on Oscorp Tower and now there are people out there who know who I am. I can't keep Aunt May safe. And I can't keep Gwen safe. _

Peter pulled the blankets tighter around his shoulders and turned on his side, wishing that Gwen was there with her and that it was her arms wrapped around him instead of his sheets.

He had promised her father he would stay away...and he thought he could, but the more he realized how hopeless keeping her safe was, the more his resolve broke.

When he got up the next morning he felt groggy and soar and uneasy.

—

He arrived at school late and probably wearing the same clothes he had worn the day before. He jogged down the deserted hallway to his first class—miraculously Gwen free—and apologized profusely to the teacher. Instead of taking notes he drew little cartoons of Spider-Man all over his notebook. Finally he wrote Gwen's name in tiny handwriting before the bell rang for his next class.  
Peter walked to his locker slowly and dumped his backpack and skateboard on the floor. He took off his jacket and stuffed it into his locker.

Flash Thompson, his one-time rival, came swaggering down the hallway and slapped peter's bicep on the way by. Peter tried not to flinch—old habits die hard.

"Looking good, Parker. You're coming along."

Peter blushed and ruffled the back of his hair. Out of the corner of his eye he could see Gwen watching from her locker across the hallway.

"Cool shirt," Peter said to Flash upon seeing the Spider-Man symbol emblazoned on his chest.

Flash looked down then back up at Peter and gave him a lopsided grin.

"Yeah...dude's crazy, but the chicks dig him." Peter cracked a smile and looked at Gwen out of habit. She turned her head away quickly. Peter's smile dropped.

The bell rang again and the hallway cleared. Gwen slammed her locker shut and walked down the hallway, refusing to meet Peter's gaze. He followed her a couple paces behind and ducked into their classroom half a minute after her. The only open seat was his usual one: right behind her.

The teacher scolded him for being late. "Sorry," Peter said absently, not really listening as he slid into his seat and dropped his backpack to the floor. "I promise it won't happen again."

"Don't make promises you can't keep, Mr. Parker."

Peter's heart leapt into his throat. _Promises_. Such a bad word.

Before he even knew what he was doing he was leaning forward to whisper behind Gwen: "Yeah, but those are the best kind."

He leaned back in his chair again slowly, feeling the anxiety mount in his chest. _Why did I say that? Why did I say that? What the hell?_

Gwen stiffened but didn't say anything. She only turned towards him very slightly so that he could see a worried smile grace her lips. Then she turned back to her book and ducked her head to take notes.

Once class was over they both rose from their seats and walked out into the hallway together. Peter trailed after Gwen to her locker, which she opened and almost sheltered herself in so they would have some privacy.

"Sorry you're talking to me now," she said, voice a little rough. "I mean, besides the other night."

"I guess. I couldn't stay away," Peter admitted.

Gwen hesitated, then shook her head. "Are you sure?" she asked, closing her eyes. "I can't...handle you going back and forth about this. If you're here, then you're here. And if you are going to stay away from me..." She opened her eyes and stared straight into his. "Then stay away."

"I don't know what I want, Gwen. I feel so...guilty about breaking my promise to your father. You have no idea what it's doing to me." Peter pushed some of her hair behind her ear. "My heart is breaking."

"So is mine. I understand why you are doing it, but it hurts so much, Peter. I lost my father...and then I lost you." She pulled away from him and shut her locker. "Please just make up your mind."

Gwen spun around and walked quickly down the hallway away from him.  
Peter let her go.

—

That night he returned to Gwen's window. She was gone again.

This time instead of looking for her he swung around the city absently until it was three in the morning, then went home and fell asleep.

**—**

_**Author's Note:**__ I couldn't help but update twice today. I was too excited to keep this to myself! Finally some Gwen and Peter stuff, too. More of that to come, of course. And the woman will be back. _

_My sister thought this should have happened instead of what I wrote:_

_"When the bell rang Peter launched himself out of his seat and started to break dance. The other kids looked at him and decided they might as well join his flash mob. "_

_Reviews are appreciated! Thank you all for reading. _


	4. Chapter 4

The next few days passed in much the same way—uneventful, quiet, and normal. By the time classes got out on the last day before break, Peter was relieved that he could take a few days off to just spend time with Aunt May...and in the city. He had college applications to do, a new set of spandex to modify, and holiday preparations with Aunt May.

Peter skated home at a slow pace, enjoying the crisp air and the sun in his face. He slalomed down his street and then kicked down the back of his board, making the front leap into the air as he sailed up the stairs of their porch. He grinned. He picked up his board and pulled open the front door before walking in.

The house smelled so good. Peter knew instantly that Aunt May had her annual batch of Thanksgiving cinnamon cookies in the oven. "Smells good, May-May!" he called as he walked down the hallway, using one of Uncle Ben's old nicknames for her.

"You're home! How was school?" she called from the kitchen. Peter placed a hand on the door jamb and swung around it into the kitchen.

"Uneventful." He walked over to where she was closing the oven and gave her a quick kiss on her cheek. "Hungry, though."

"Eat a snack." She crossed her arms and leaned back against the oven, watching him. "Dinner isn't for a couple of hours." Peter whined and went over to sniff the plates on the table. He reached out to grab a roll when his aunt said: "Don't even think about it, mister."

"But I'm so hungry! How do you expect me to grow if you don't feed me?" Peter gestured to his already very skinny and tall frame. "I'll never fill out and become a football jock if I can't stuff my face whenever I want," he joked. He sat down in a chair at the table and dumped his backpack on the floor. His skateboard clattered noisily against the ground.

Aunt May glared at him. "I hate to break it to you, Peter, but you can't be a football jock because you have no hand-eye coordination."

"Hey, you haven't seen me recently. I can probably make a goal in football." He grinned.

"I don't think they call it a goal, honey." Peter laughed. Aunt May took off her oven mitt and placed it on the counter, then went to stand behind a kitchen chair, placing her hands on the back. "Did you invite Gwen over?"

Peter shook his head and pressed his forehead to the table. "No," he moaned.

"Why not?"

"Can't."

She sighed. "Peter, she wants to be with you, and you want to be with her. Why are you making it so hard on yourself?"

Peter looked up at her with a pained expression. "It's complicated."

"It always is, sweetheart."

He rolled his eyes. "I mean it. I'm the reason her father is dead. Even if she doesn't resent me for that, I still made a...a promise to her dad. He didn't like me very much," Peter concluded, trying to keep it simple. "Or my involvement with Doctor Conners. He thought I would put Gwen in danger."

She didn't ask him to explain. They watched each other in silence for a moment, and Peter tried to convey everything he couldn't say through his eyes. He didn't know if she understood, but she finally smiled at him sadly. He watched her, memorizing the way her crow's feet crinkled and the way her lips moved upwards—the woman he loved as his mother and could not bear to lose.

"Has it ever occurred to you, Peter," she said finally, "that not being with her is hurting you both more than any danger you could put her in would?" Peter opened his mouth to respond, but she cut him off. She shook her head. "Sometimes heartache does more damage than bullets and knives." His aunt moved back to the oven right as the timer went off. "Or lizards," she added.

"You always know the right thing to say," he muttered.

"To make you feel better, or to make you think?"

"To make me think, definitely," he chuckled.

"Go call her," Aunt May instructed him. Peter pushed himself up out of his chair and pulled his cell phone out of his pants pocket.

"Fine, fine." He walked out of the kitchen and into the adjoining room, looked down at his phone, and dialed Gwen's number.

She picked up after three rings. "Hello?" Her voice sounded worried. "Peter? What's wrong?"

"Uh—" His voice cracked. He cleared his throat. "N-nothing. I just...wanted to see if you were...busy...tonight."

She hesitated. "No. I mean...I'm not busy. Why?"

"Aunt May—"

"Don't you say it was all me, young man!" Aunt May called from the kitchen. Peter threw her a dirty look over his shoulder.

"Aunt May and I were wondering if you wanted to join us for dinner tonight."

"Okay," she said quickly. Then: "what time?"

"Uhm..." Peter turned to Aunt May and gestured wildly at his wrist. She mouthed "Six o'clock," which Peter repeated to Gwen.

"Okay. See you soon."

"Do you need me to come get you?"

"No...I'll have someone drive me over." Gwen paused. "Okay. Bye."

"Bye!" Peter hung up the phone and walked back into the kitchen, wringing his hands. "Was that okay? Do you think that was okay? I didn't sound too awkward, did I? I thought it was okay."

"Did she say yes?"

"Yeah..."

"Then you were okay." Aunt May laughed at him. Peter scowled and took a seat at the table. He bounced one leg up and down and drummed his fingers on the table. Aunt May gave him a look.

"What?" he said defensively.

"It's all going to be okay. Stop being so nervous, sweetheart."

"Can't help it." She rolled her eyes and proceeded to ignore him while she finished dinner.

By the time the doorbell rang, Peter was ready to crawl up the walls with nerves. He nearly leapt out of his seat at the noise, and had to clench his fists and take deliberate steps down the hall to keep from sprinting to the front door. He opened it slowly, watching his hand move around the doorknob so as not to damage it. Then he looked up at her.

Gwen was beautiful in the early evening light, her blonde hair loosely curled at the ends and somewhat tucked into the gray wool scarf she wore around her neck. She had a charcoal coat on with her usual black leather gloves, and when he invited her inside—finally, after staring at her for an awkward amount of time—and slipped her coat off her shoulders he saw the simple navy, long-sleeved dress she was wearing. The color amplified her eyes and pale skin. Peter was stricken.

"Hi," she said nervously.

"H-hi," he responded. "Uhm." He coughed. "Would you...would you like to come in?"

"Sure."

Peter led Gwen down the hallway and into the kitchen, where Aunt May offered her hand to Gwen. The older woman smiled. "Gwen, I have heard so much about you. It's great to finally meet you."

"You, too." Gwen blushed. Peter stood behind her, shifting from foot to foot and glancing back and forth between the two women. "Thank you for inviting me over. It smells really really good." She glanced back at Peter, her eyebrows furrowing. He stilled, looked away, and crossed his arms in front of his chest.

"Thank you. It's one of our favorite holiday meals," Aunt May responded. She rolled her eyes at her nephew and offered Gwen a seat at the table. "Gwen, honey, would you like something to drink? Peter can get you something."

"No, I'm good...thanks..." Gwen said, watching as Peter walked over to the cupboard anyway and began filling a glass with water for her. He handed it to her, being careful not to let their fingers touch.

"Peter, would you go downstairs and get the nice platter for me?" Aunt May asked.

"Sure." Peter almost ran out of the room.

As he walked down the hallway towards the basement he heard Gwen ask: "What's up with him?" and his aunt reply: "I think you make him nervous, dear." Peter whispered "traitor" under his breath as he wrenched open the door to the basement to grab the serving platter.

Gwen and Aunt May talked all through dinner, laughing and starting private jokes with each other. Peter mostly sat there and watched them with a smile on his face, and as the evening wore on he became more relaxed and less afraid that something would swoop in and terrorize all the people he cared about because the identity of Spider-Man had somehow been revealed.

Afterwards Peter cleared the table and started doing dishes while Gwen started some hot cocoa for them. Aunt May turned her chair around so they could all keep talking.

"So, Gwen. What are your plans for next year?" Aunt May asked.

"I'm applying to a couple of good schools in the city. I want to stay close to my family, though. My mom is..." She sighed. "Going through a rough time right now and I need to be here, but I want to dive straight into new things: technology, biology, chemistry. Things I can't get at Midtown Science. So, I guess we'll see where I get in."

"I'm sure you'll get in somewhere worthy of your talents."

"I hope so," Gwen said, looking down at her hands. "Peter, where are you applying?"

"Uhm..." Truth be told, he hadn't really thought about it much since the day he came home having been bitten by a genetically enhanced spider in a top secret Oscorp lab and suddenly gained super powers. "Probably the same. You know...stay in the city...close to Aunt May." He glanced at Gwen and smiled weakly. She raised knowing eyebrows.

"This is the first I've heard of it," Aunt May said, chuckling. Peter glared at her.

"We've talked about it," he said defensively. "Uncle Ben and I went on a couple campus tours over the summer and picked out good programs, remember? He said he would check over my essays when I..." Peter trailed off and the smile dropped from Aunt May's face. "Sorry."

Aunt May waved a hand in the air dismissively. "It's okay. Why don't you show Gwen around the house? I'll clean up the rest of dinner."

Peter nodded and looked at Gwen. She shrugged before following him out of the kitchen. He led her up the stairs, gesturing to the bathroom and his aunt's room, then opened the door to his bedroom. He stepped aside so she could enter first.

"Hah!" she laughed. "This is actually just how I pictured it. Full of indie band posters, photographs, and nerdy science toys." Gwen looked at him and smiled, nodding approvingly. "Very you." He entered the room and closed the door behind them as she went over to his desk and picked up his open sketchbook. It had a new suit design roughly drawn out—darker, sleeker, more aerodynamic. "This is amazing, Peter. I like the new additions."

"Yeah," he said. He walked over to look over her shoulder. He pointed to patches near the ribs and under his arms. "I've added some venting here, too, like athletic jackets, to help with air flow."

"I see that."

"And the material will be thinner and lighter than the, uh, current spandex I have."

"And the darker colors?" she asked, turning her head. Her breath caught in her throat as she realized how close they were. Peter's face was mere inches from hers.

He swallowed slowly and licked his lips. "I thought...I would blend in more at night...and...look cooler." She nodded slightly. "Gwen...I..."

She put the sketchbook down and stepped away from him quickly. She laughed nervously and pretended to look at the pictures on his wall behind his computer. "Is this your uncle Ben? He looks so young."

Peter let out a breath. "Yeah."

"And those are your parents, aren't they?" Gwen looked at Peter and he smiled. "You look a lot like your dad."

"Thanks. My uncle thought so, too. It kind of freaked him out, I think." Peter laughed. "Want to go sit outside?"

"It's probably freezing."

Peter shrugged. He went over to the window and pulled it open, then offered her a hand. Gwen took it and stepped through the window frame and onto the roof of the porch. She stood there and moved her arms around a little in the air to warm them up, in an almost dance that Peter found completely endearing. He stepped through the window frame after he and stood at her side. "I think it's nice up here," he said.

"It is, just...not, you know, in November." Gwen shrugged. Peter sat down and swung his legs off the roof and Gwen joined him. "You don't have some sort of excess body heat thing from the slider bite, do you?"

"Nope."

"I thought not." She shook her head and laughed at him. They sat there, their arms almost touching, and Peter noticed that if he just moved his fingers an inch to the right he could... "You're still a mystery to me, Peter Parker."

"I'm not really that complicated, but thanks, I think." He ruffled his hair and looked at her with a lopsided smile. "Thanks for coming over. It made my Aunt May really happy." It was a cop out. Her presence made _him_ ecstatic.

"Thank you for having me."

"So I have a question," he said suddenly, leaning towards her.

"Oh! Okay." Gwen looked surprised by his sudden proximity. He could tell she was resisting the urge to move—towards him or away he wasn't sure.

"Where do you keep going at night?"

Clearly it was not the question Gwen had been expecting. Peter thought she looked disappointed. "Nowhere. Just...out...for a walk. It clears my head."

Peter narrowed his eyes at her. "I don't believe a word of what you just said."

"It's true!" she said defensively. "Everything with my mom...and trying to take care of my little brothers...it's hard. I get...headaches and I have to just go out and get some fresh air sometimes."

"You know you can always come here if you need a break from things. My aunt likes the company. She desperately wants someone to watch holiday movies with."

"Don't lie, Peter, you like those. I bet you love sitting on the couch with your aunt May, some hot chocolate, and It's a Wonderful Life," she joked. Peter nudged her with his shoulder and she giggled. "Okay I'm freezing now," Gwen said to him, but when she looked up at him he was staring off into the night, obviously elsewhere. "Peter?"

He startled. "Yeah?" He turned to her. She looked worried and suddenly sad.

"You have to go, don't you?"

"Sorry." He stood up and pulled off his hoodie and his shirt, then threw them in through the open window. Then he stepped out of his sneakers and jeans, doing the same. He stood there in his Spider-Man suit—"damn it's cold in this thing"—and offered Gwen a hand. "Want a ride back to the city? Or would you rather stay?"

"I'll stay. I'll...cover for you with your aunt." He helped her up.

"Thank you." Gwen began stepping back through the window. "Gwen..." She looked at him. "Really. Thank you." She nodded. Then he was gone.

Gwen went downstairs and found Peter's aunt sitting on the couch with a coffee mug in her hand. The news was on. Gwen hesitated on the threshold of the living room until May turned towards her.

"Peter had to go...out...and do something. He'll be right back," Gwen stuttered, unable to come up with anything better. She mentally kicked herself.

"I know," May said. She turned back towards the television, where the local news station was showing a burning high rise that looked out of control.

Gwen approached the couch, wide-eyed. "You know?" she breathed. May nodded, smiling sadly. "Does Peter know you know?"

"I don't think so. My nephew can be awfully obtuse when it comes to the people he loves most," May said, looking pointedly at Gwen. "Sit down. If you want to wait for him, that's fine. I'd love to have the company."

Gwen sat next to the older woman on the couch and pulled a pillow onto her lap. They shared a small smile and then settled in to watch the news.


End file.
